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UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

It is stipulated by and between the undersigned parties, by
their respective attorneys, that:

1. The Court has jurisdiction over the subject matter of this
action and over each of the parties hereto, and venue of this action
is proper in the Middle District of Florida;

2. The parties consent that a Final Consent Judgment in the
form hereto attached may be filed and entered by the Court, upon the
motion of any party or upon the Court's own motion, at any time
after compliance with the requirements of the Antitrust Procedures
and Penalties Act (15 U.S.C. § 16), and without further notice to
any party or other proceedings, provided that plaintiffs have not
withdrawn their consent, which they may do at any time before the
entry of the proposed Final Judgment by serving notice thereof on
defendants and by filing that notice with the Court; and

3. Defendants agree to be bound by the provisions of the
proposed Final Consent Judgment pending its approval by the Court.
If either plaintiff withdraws its consent, or if the proposed Final
Consent Judgment is not entered pursuant to the terms of the
Stipulation, this Stipulation shall be of no effect whatsoever, and
the making of this Stipulation shall be without prejudice to any
party in this or in any other proceeding.

DATED: June 17, 1994.

FOR PLAINTIFFS:

_______________/s/________________
ROBERT A. BUTTERWORTH
Attorney General

Plaintiffs, the United States of America and the State of
Florida, having filed their Verified Complaint on May 5, 1994,
and Plaintiffs and Morton Plant Health System, Inc. and Trustees
of Mease Hospital, Inc., by their respective attorneys, having
consented to the entry of this Final Consent Judgment without
trial or adjudication of any issue of fact or law, and without
this Final Consent Judgment constituting evidence against or
admission by any party with respect to any issue of fact or law;

NOW, therefore, before the taking of any testimony and
without trial or adjudication of any issue of fact or law, it is
hereby ORDERED, ADJUDGED AND DECREED:

I.JURISDICTION

This Court has jurisdiction of the subject matter and each
of the parties to this action. The Verified Complaint states a
claim upon which relief may be granted against Morton Plant
Health System, Inc. and Trustees of Mease Hospital, Inc. under
Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

II.DEFINITIONS

As used in this Final Consent Judgment:

"Eligible Partnership Patient Care Services" means the
following patient care services that Morton Plant and Mease may
elect to own, manage, operate or provide by the Partnership
described herein:

all patient care services provided by Morton Plant
or Mease on an outpatient basis that are generally
capable of being provided outside of a general
acute care hospital;

open-heart surgery and/or services or procedures
that require the immediate availability of an
open-heart surgery unit;

robotically assisted prosthetic implantation and
special spinal instrumentation procedures
involving the insertion of multiple rods in the
spinal cord;

all miscellaneous services not related to patient
care and not exceeding an expenditure of $250,000
annually.

"Independent Services" means all services other than
those carried out by the Partnership under this Final Consent
Judgment.

"Managed Care Plan" means a health maintenance
organization, preferred provider organization, or other health
services purchasing program that uses financial or other
incentives to prevent unnecessary services and includes some form
of utilization review.

"Mease" means the Trustee of Mease Hospital, Inc. and
all subsidiaries and affiliates.

"Partnership" means the nonprofit, tax-exempt
organization that Morton Plant and Mease may create and operate
in accordance with this Final Consent Judgement.

III.APPLICABILITY

This Final Consent Judgment applies to Morton Plant and
Mease, to the Partnership created by them, to Morton Plant's and
to Mease's officers, directors, trustees, administrators, agents,
employees, successors and assigns and to all other persons in
active concert or participation with any of them who receive
actual notice of this Final Consent Judgment pursuant to F.R.C.P.
65(d).

IV.PROHIBITED CONDUCT

Morton Plant and Mease shall not consummate their agreement
to consolidate as set forth in their Letter of Intent, dated
October 19, 1993, or any other agreement to merge, consolidate,
or combine, except in accordance with the terms of this Final
Consent Judgment.

V.BONA FIDE PARTNERSHIP

Morton Plant and Mease may enter into a Partnership in which
they consolidate and jointly operate certain patient care
services and administrative services under the following
conditions:

Morton Plant and Mease may agree to consolidate and
jointly operate any Eligible Partnership Patient Care Services
and any Eligible Partnership Administrative Services.

The Partnership may own and operate any Eligible
Partnership Patient Care Service and any Eligible Partnership
Administrative Service and may provide such service to Morton
Plant and Mease. The Partnership shall sell each service to
Morton Plant and Mease on the same terms and conditions in an
amount equal to cost. The Partnership shall conduct an annual
cost accounting.

Morton Plant and Mease may appoint members to a
Partnership board, which individuals may be members of each
hospital's board. Executives at Morton Plant and Mease may also
serve as executives of the Partnership and on the boards of their
respective hospitals and of the Partnership. The Partnership
board will govern the services provided by the Partnership. The
Partnership board and its executives may not discuss Independent
Services, managed care contracting for Morton Plant or Mease, or
the marketing or pricing of any services, including Eligible
Partnership Patient Care Services or Eligible Partnership
Administrative Services, with the following exception: the
Partnership may market and price those services set out in
Paragraph II(A)(10) as long as Morton Plant and Mease continue
their present practice of providing their patients and physicians
with information on other providers of these services in the
market. The Partnership board may request Morton Plant and Mease
to contribute capital to the Partnership, but each hospital shall
exercise its own independent judgment on how much capital to
contribute.

Morton Plant and Mease shall provide plaintiffs with
written notification of their intent to consolidate and jointly
operate any additional or new services (such as pediatrics and
neonatal level II services) through the Partnership under the
terms of this Final Consent Judgment. Morton Plant and Mease
shall also provide any information reasonably necessary for
plaintiffs to assess the competitive impact of adding such
services to the Partnership. Morton Plant and Mease may
consolidate and jointly operate the additional or new services
unless either plaintiff provides a written objection within 120
days of receiving the necessary information. Notwithstanding the
foregoing, Morton Plant and Mease may jointly operate through the
Partnership any new service not currently provided by Morton
Plant or Mease by providing plaintiffs with at least 90-days'
notice, so long as the new service is a specialized inpatient
procedure commonly recognized in the medical community as
"tertiary" or higher, and is performed only by physician
subspecialists with specialized support staff and expensive
equipment.

Morton Plant may lend or grant Mease up to $21 million
for Mease's planned expansion under terms preventing Morton Plant
from obtaining any control or leverage over Mease's management or
operations.

Morton Plant, Mease and the Partnership may become
obligated parties, guarantors or co-makers on debt instruments
and the assets of Morton Plant, Mease and the Partnership may be
pledged as security for such debt instruments so long as all such
obligations are approved separately by Morton Plant and Mease.
Neither Morton Plant nor Mease shall unreasonably withhold
consent to, impose conditions on, or attempt to influence the use
of funds obtained by the other hospital through such financing
for Independent Services. In the even that Morton Plant or
Mease believes the other has unreasonably withheld such consent,
the matter shall be submitted to binding arbitration under the
American Arbitration Association Rules.

Nothing in this Final Consent Judgment is intended to
prevent Morton Plant, Mease and/or the Partnership from
participating in lawful integrated delivery networks such as
accountable health partnerships, physician organizations and
physician networks of their medical staff; provided that
participation decisions shall be made independently by Morton
Plant, Mease and the Partnership.

In the event that federal or state legislation enacted
subsequent to the entry of the Final Consent Judgment permits
conduct prohibited by this Judgment, Morton Plant and Mease may
move for and plaintiffs will reasonably consider an appropriate
modification of the Final Consent Judgment. This provision in no
way limits Morton Plant's or Mease's right to seek any
modification of this Final Consent Judgment.

The Partnership shall establish adequate protections to
keep information concerning pricing, managed care contracts,
negotiations with managed care plans, and marketing and planning
or Morton Plant and Mease separate and to insure that the
information of one hospital is not transmitted to or received by
the other hospital directly or indirectly. Adequate protections
shall include, at a minimum, confidentiality agreements for
employees with access to such information and protocols for
preparation of separate reports for Morton Plant, Mease, and the
Partnership.

The Partnership may make any lawful acquisition of
physician practices. However, in the event that a practice is
acquired that admits patients to either hospital for Independent
Services, Morton Plant and Mease shall allow each such physician
to determine in his or her sole discretion to which hospital to
admit such patients.

VI.INDEPENDENT ACTIVITIES

Morton Plant and Mease shall continue as separate and
competing corporate entities, with separate Boards of Trustees
and executive management, and shall separately own and operate
their respective Independent Services. Marketing, pricing, and
managed care negotiating and contracting decisions shall remain
Independent Services to be considered only in each hospital
board's respective meeting. Each board shall adhere to a
separate agenda and will record such meeting in separate minutes.

Morton Plant and Mease shall each price and sell its
services, both those owned and operated separately and those
purchased from the Partnership, in active competition with each
other. Morton Plant and Mease shall each exercise its own
independent judgment on how to market and price its patient care
services and shall not discuss, communicate, or exchange with
each other or any other hospital information relating to the
marketing, pricing, negotiating, or contracting of any patient
care service, including those purchased from the Partnership.

Morton Plant or Mease shall be free to offer any
patient care service or administrative service provided through
the Partnership independently and in competition with any other
provider and may end its provision of any such service through
the Partnership.

Morton Plant and Mease shall negotiate and contract
independently with health care purchasers such as Managed Care
Plans. Morton Plant and Mease may contract with the same Managed
Care Plan or any other health care purchaser so long as they do
so independently; provided, that Morton Plant and Mease may
independently enter into similar but separate contracts with the
same Managed Care Plan.

distributing within 60 days from the entry of this
Final Consent Judgment, a copy of the Final Consent Judgment and
Competitive Impact Statement to all officers, directors, trustees
and administrators;

distributing in a timely manner a copy of the Final
Consent Judgment and Competitive Impact Statement to any person
who succeeds to a position described in Paragraph VII(A);

briefing annually those persons designated in Paragraph
VII(A) on the meaning and requirements of this Final Consent
Judgment, penalties for violation thereof and the antitrust laws,
including potential antitrust concerns raised by hospitals;

obtaining from the officers and administrators an
annual written certification that he or she has read, understands
and agrees to abide by this Final Consent Judgment and is not
aware of any violation of this Final Consent Judgment; and

maintaining for inspection by plaintiffs a record of
recipients to whom this Final Consent Judgment and Competitive
Impact Statement have been distributed.

VIII.CERTIFICATIONS

Within 75 days after the entry of this Final Consent
Judgment, Morton Plant and Mease shall each certify to plaintiffs
whether it has made the distribution of this Final Consent
Judgment in accordance with Paragraph VII(A) above.

For five years after the entry of this Final Consent
Judgment, on or before its anniversary date, Morton Plant and
Mease shall each certify annually to plaintiffs whether it has
complied with the provisions of Paragraph VII.

IX.PLAINTIFFS' ACCESS

For the sole purpose of determining or securing compliance
with this Final Consent Judgment, and subject to any recognized
privilege, authorized representatives of the United States
Department of Justice or the Office of the Attorney General,
State of Florida, upon written request of the Assistant Attorney
General in charge of the Antitrust Division or the Attorney
General of the State of Florida, respectively, shall on
reasonable notice be permitted:

access during regular business hours of Morton Plant
and Mease to inspect and copy all records and documents
relating to any matters contained in this Final Consent
Judgment;

to interview Morton Plant and Mease officers,
directors, trustees, administrators, and employers, who
may have counsel present, concerning such matters; and

to obtain written reports from Morton Plant and Mease
relating to any of the matters contained in the Final
Consent Judgment.

X.JURISDICTION RETAINED

Jurisdiction is retained by this Court for the purpose of
enabling any of the parties to this Final Consent Judgment to
apply to this Court at any time for further orders and directions
as may be necessary or appropriate to carry out or construe this
Final Consent Judgment, to modify or terminate any of its
provisions, to enforce compliance, and to punish violations of
its provisions.

XI.EXPIRATION OF FINAL CONSENT JUDGMENT

This Final Consent Judgment shall expire 5 years from the
date of entry; provided that, before the expiration of this Final
Consent Judgment, either plaintiff, after consultation with
Morton Plant and Mease and in each plaintiff's sole discretion,
may extend the Judgment for an additional five years.

XII.PUBLIC INTEREST DETERMINATION

Entry of this Final Consent Judgment is in the public interest.

Dated:

_______________/s/________________
Steven D. Merryday
United States District Judge

UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

The United States files this memorandum to set forth the
procedures regarding entry of the proposed Final Consent
Judgment, pursuant to the Antitrust Procedures and Penalties
Act, 15 U.S.C. § 16(b)-(h) (the "APPA"). The APPA applies only
to antitrust cases brought by the United States. (The Final Consent Judgment would settle the
entire case.)

Today, the United States and State of Florida are
filing a proposed Final Consent Judgment and a Stipulation
between the plaintiffs and defendants in which all parties
agree to entry of the proposed Final Consent Judgment.

Next week, the United States will file a Competitive
Impact Statement relating to the proposed Final Consent
Judgment pursuant to the APPA, 15 U.S.C. § 16(b).

The APPA, 15 U.S.C. § 16(b)-(c), requires the United
States to publish the proposed Final Consent Judgment and
Competitive Impact Statement in the Federal Register and in
newspapers 60 days prior to entry of the Final Consent
Judgment. The notice will also inform members of the public
that they may submit comments about the judgment to the United
States Department of Justice, Antitrust Division.

The United States will consider any comments it
receives and respond to them and publish the comments and
responses in the Federal Register.

Pursuant to the APPA, 15 U.S.C. § 16(d), at the
expiration of the 60-day period, the United States will file
with the Court the comments, our responses, and a Motion For
Entry of the Final Consent Judgment (unless either plaintiff
withdraws its consent to entry of the Final Consent Judgment,
as stated in paragraph 2 of the Stipulation filed today).
6. At that time, pursuant to the APPA, 15 U.S.C.
§ 16(e)-(f), the Final Consent Judgment may be entered without
further hearing, if the Court determines that entry is in the
public interest.